Software services agreement (T&M, basic)
This software services agreement template covers the provision of software development and software support on a time-and-materials basis.
Whilst development services under the agreement are not subject to detailed planning, specification or testing requirements, general performance obligations may be imposed on the services provider, including obligations to work to an agreed timetable, meet any agreed coding standards, keep the customer informed and give the customer access to work in progress.
The agreement assumes that intellectual property rights created by the developer in the course of any project will be transferred to the customer, excluding rights in customer materials and third party materials incorporated into deliverables.
Support services are covered here in summary form, but there are no service level commitments. See the standard and premium versions of this document if you are looking for specific service obligations in relation to support.
The services provider may be obliged to keep timesheets and to deliver those timesheets to the customer upon request.
Other provisions in this agreement cover the protection of confidential information, disclaimers of liability and contract term and termination. Unlike the standard and premium versions of this agreement, this basic version does not include a personal data processing clause.Ask about this document
Software services agreement (T&M, basic) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
Services: standard of services. Development Services: obligation to provide development services; timetable for development services and development deliverables; delays in development services consequent upon second party delays; development deliverables coding standards; keep second party informed of development services progress; availability of development deliverables to second party.
- Assignment of rights: assignment of IPR in development deliverables with full title guarantee option; assignment for full term of rights; assignment includes right to claim for past infringements.
Third Party Materials: third party materials in development deliverables; third party materials in development deliverables; licensing of third party materials (development deliverables); log of third party materials in development deliverables. Support Services: support services provision.
- Customerobligations: general second party obligations; access to computer systems.
: supply ofCustomerMaterialsCustomermaterials; licence ofCustomermaterials; warranties relating toCustomermaterials.
- Charges: obligation to pay charges; time-base charges limitations (T&M only); amounts exclusive of VAT; variation of charges.
- Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods.
- Provider's confidentiality obligations:Providerconfidentiality undertaking (no permitted purpose limitation); disclosure of confidential information byProviderto certain persons (no permitted purpose); exceptions toProviderconfidentiality obligations; disclosures ofCustomerconfidential information mandated by law etc;Providerconfidentiality obligations after termination.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; termination on change of control.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
- Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- General: no waiver; severability; variation written and signed; no third party rights; assignment by first party; assignment by second party; entire agreement; governing law; exclusive jurisdiction.
SCHEDULE 1 (CONTRACT PARTICULARS)
Minimum Term: minimum term prompt. Services: specification of services prompt. : prompt for identification ofCustomerMaterialsCustomermaterials.
- Financial provisions: financial provisions prompt.
- Contractual notices: prompt for Providercontractual notice address details; prompt forCustomercontractual notice address details.